MANITOWOC, Wis., April 9 /PRNewswire/ — The Board of Directors of The Manitowoc Company, Inc. (“Manitowoc”) notes the announcement by Enodis that it has received an indicative cash proposal from Manitowoc totaling 260p per share, which is inclusive of the right to receive from Enodis a payment of 2p per share in lieu of the 2008 interim dividend. Manitowoc confirms that it has approached the Board of Enodis with regard to such a possible cash offer.
There can be no certainty that an offer will be forthcoming. In keeping with Manitowoc’s established corporate policies, Manitowoc does not intend to make further comment upon the status of the discussions. A further announcement will be released in due course.
Pursuant to Rule 2.4(c) of the Takeover Code (the “Code”), with the recommendation of the Enodis board, Manitowoc may reduce the cash payable for each Enodis share.
Dealing Disclosure Requirements:
Under the provisions of Rule 8.3 of the Takeover Code (the “Code”), if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Enodis, all dealings in any “relevant securities” of that company (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by no later than 3:30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of Enodis, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all “dealings” in “relevant securities” of Enodis by the potential offeror, Enodis or by any of their respective “associates”, must be disclosed by no later than 12:00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at http://www.thetakeoverpanel.org.uk/.
“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8, you should consult the Panel.
First Call Analyst:
Source: The Manitowoc Company, Inc.
CONTACT: Carl J. Laurino, Senior Vice President & Chief Financial
Officer of The Manitowoc Company, Inc., +1-920-652-1720
Web site: http://www.thetakeoverpanel.org.uk/